MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers/Limits)

MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers/Limits)

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MEMORANDUM OF AGREEMENT
(12b-1 Fee Waivers/Limits)

This Memorandum of Agreement is entered into as of the effective date listed on Exhibit “A” of this agreement, between AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds or portfolios, as applicable, listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and Invesco Distributors, Inc. (“Distributors”). Distributors shall and hereby agrees to waive or limit fees of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibit “A”.

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Distributors agree as follows:

For the Contractual Waivers/Limits (listed in the attached Exhibit), the Trusts and Distributors agree until at least the date set forth on the attached Exhibit “A” (the “Expiration Date”) that Distributors will waive or limit Rule 12b-1 distribution plan fees as set forth on Exhibit “A”. Each Trust’s Board of Trustees and Distributors may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Distributors will not have any right to reimbursement of any amount so waived or limited.

For the Contractual Waivers/Limits, the Trusts and Distributors agree to review the then-current waivers/limits for each class of each Fund listed on Exhibit “A” on a date prior to the Expiration Date to determine whether such waivers/limits should be amended, continued or terminated. The waivers/limits will expire upon the Expiration Date unless the Trusts and Distributors have agreed to continue them. Exhibit “A” will be amended to reflect any such agreement.

It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust.

IN WITNESS WHEREOF, the Trusts and Distributors have entered into this Memorandum of Agreement as of the date first above written.

AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in Exhibit “A” to this Memorandum of Agreement

INVESCO DISTRIBUTORS, INC.

EXHIBIT “A”

AIM Counselor Series Trust (Invesco Counselor Series Trust)


	CONTRACTUAL/		EFFECTIVE	EXPIRATION
FUND	VOLUNTARY	LIMIT/WAIVER	DATE	DATE
Invesco Xxx Xxxxxx American Franchise Fund
Class B Shares	Contractual	0.42% limit	May 23, 2011	June 30, 2013

Invesco Xxx Xxxxxx Equity and Income Fund
Class B Shares	Contractual	0.38% limit	May 23, 2011	June 30, 2012

AIM Funds Group (Invesco Funds Group)


	CONTRACTUAL/		EFFECTIVE	EXPIRATION
FUND	VOLUNTARY	LIMIT/WAIVER	DATE	DATE
Invesco Global Core Equity Fund
Class B Shares	Contractual	0.52% limit	May 23, 2011	June 30, 2013

AIM Investment Securities Funds (Invesco Investment Securities Funds)


	CONTRACTUAL/		EFFECTIVE	EXPIRATION
FUND	VOLUNTARY	LIMIT/WAIVER	DATE	DATE
Invesco Short Term Bond Fund
Class C Shares	Contractual	0.50% limit	February 1, 2006	June 30, 2013
Invesco Xxx Xxxxxx Corporate Bond Fund
Class B Shares	Contractual	0.59% limit	June 6, 2011	June 30, 2012
Class C Shares	Contractual	0.95% limit	June 6, 2011	June 30, 2012

AIM Sector Funds (Invesco Sector Funds)


	CONTRACTUAL/		EFFECTIVE	EXPIRATION
FUND	VOLUNTARY	LIMIT/WAIVER	DATE	DATE
Invesco Xxx Xxxxxx American Value Fund
Class B Shares	Contractual	0.49% limit	May 23, 2011	June 30, 2012
Invesco Xxx Xxxxxx Small Cap Value Fund
Class B Shares	Contractual	0.62% limit	May 23, 2011	June 30, 2012

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)


	CONTRACTUAL/		EFFECTIVE	EXPIRATION
FUND	VOLUNTARY	LIMIT/WAIVER	DATE	DATE
Invesco Xxx Xxxxxx V.I. Equity and Income Fund
Series II	Contractual	0.20% waiver	February 12, 2010	June 30, 2012
Invesco Xxx Xxxxxx V.I. Mid Cap Value Fund
Series II	Contractual	0.15% waiver	February 12, 2010	June 30, 2012

Short-Term Investments Trust


	CONTRACTUAL/		EFFECTIVE
FUND	VOLUNTARY	LIMIT/WAIVER	DATE	EXPIRATION DATE
Government & Agency Portfolio
Cash Management Class	Contractual	0.02% waiver	June 30, 2005	December 31, 2012
Personal Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Private Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Reserve Class	Contractual	0.13% waiver	June 30, 2005	December 31, 2012
Resource Class	Contractual	0.04% waiver	June 30, 2005	December 31, 2012

Government TaxAdvantage Portfolio
Cash Management Class	Contractual	0.02% waiver	June 30, 2005	December 31, 2012
Personal Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Private Investment Class	Contractual	0.25% waiver	June 30, 2005	December 31, 2012
Reserve Class	Contractual	0.13% waiver	June 30, 2005	December 31, 2012
Resource Class	Contractual	0.04% waiver	June 30, 2005	December 31, 2012

Liquid Assets Portfolio
Cash Management Class	Contractual	0.02% waiver	June 30, 2005	December 31, 2012
Personal Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Private Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Reserve Class	Contractual	0.13% waiver	June 30, 2005	December 31, 2012

STIC Prime Portfolio
Cash Management Class	Contractual	0.02% waiver	June 30, 2005	December 31, 2012
Personal Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Private Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Reserve Class	Contractual	0.13% waiver	June 30, 2005	December 31, 2012
Resource Class	Contractual	0.04% waiver	June 30, 2005	December 31, 2012

Tax-Free Cash Reserve Portfolio
Cash Management Class	Contractual	0.02% waiver	April 30, 2008¹	December 31, 2012
Personal Investment Class	Contractual	0.20% waiver	April 30, 2008¹	December 31, 2012
Private Investment Class	Contractual	0.25% waiver	April 30, 2008¹	December 31, 2012
Reserve Class	Contractual	0.13% waiver	April 30, 2008¹	December 31, 2012
Resource Class	Contractual	0.04% waiver	April 30, 2008⁺	December 31, 2012

Treasury Portfolio
Cash Management Class	Contractual	0.02% waiver	June 30, 2005	December 31, 2012
Personal Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Private Investment Class	Contractual	0.20% waiver	June 30, 2005	December 31, 2012
Reserve Class	Contractual	0.13% waiver	June 30, 2005	December 31, 2012
Resource Class	Contractual	0.04% waiver	June 30, 2005	December 31, 2012


¹		Effective April 30, 2008, Tax-Free Cash Reserve Portfolio was reorganized as a portfolio of Tax-Free Investments Trust (“TFIT”) to Short-Term Investments Trust following shareholder approval at a meeting held on February 29, 2008. As a portfolio of TFIT, this limitation has been in effect since June 30, 2005.

/s/ Xxxx X. Xxxx

Senior Vice President